Equestrian School Raze
by PerkyGoth14
Summary: In the follow-up to Equestrian School Daze, Lionel joins Atticus, Mo, Patch, and Cherry to the magical land of Equestria. While there, they encounter the School of Friendship which is having a magical emergency which no one can find out the cause of, but it's somepony you wouldn't expect, especially with sickeningly sweet Cozy Glow around.
1. Chapter 1

Atticus, Cherry, Mo, and Patch were seen coming out of their own school as they seemed a bit bored.

"Man, these finals will kill ya," Cherry commented dully. "This week has been the worst."

"Eh, I've been through worse." Lionel shrugged as he came out, following them.

"Blaaaah..." Cherry replied.

"Sounds like we need to get out of town for a while." Patch suggested.

"That sounds like a good idea," Lionel agreed. "But where would we go?"

"Cherry, anywhere special you wanna go?" Atticus asked his best friend.

"Anywhere but here." Cherry replied, a bit darkly.

"...Why don't we check out your scrapbook and discuss some ideas?" Atticus suggested with a smile.

Cherry shrugged. "Sure, why not?" she replied as she pulled out the scrapbook.

* * *

They soon went to the Mall and Cherry opened up her scrapbook with them.

"Mystery Inc?" Cherry suggested.

"Hmm...nah," Lionel replied. "Maybe next time. Too formulaic."

Cherry turned a page.

"Metropolis." Atticus smiled.

"Didn't you just visit there?" Cherry deadpanned while turning the page.

"Maybe we could go see my parents?" Patch smiled.

"Hmm...I'll pencil that one in for another week." Lionel replied.

"You guys are picky..." Cherry said before her medallion started to glow. "Huh?"

Atticus, Mo, and Patch soon looked down to see their own medallions glowing which meant one thing.

"I think I know where we should go," Mo smiled. "Equestria."

"Okay...now my interest is piqued," Lionel replied. "You guys talk about that place so much, I might as well see what the big deal is."

"Well... Um... I don't know if any visitors are allowed... Uh..." Atticus smiled nervously.

"FREEZE!" A voice yelled out to them.

They all yelped before putting their hands up and they were suddenly taken away from the Mall and suddenly in a supernatural office.

* * *

"Alright, what's the deal, schlemiel?" Lionel asked.

"I hate it when we get sent here... It's never anything good..." Cherry said before seeing Drell. "Well, somebody better be dying!"

"Hi, Cherry, nice to see you too," Drell deadpanned before looking to all of them. "As for the rest of you, hello, and-!...Lionel Schwartz..."

"Yes, that's me..." Lionel replied. "What's your point?"

"Aw, yes... Cherry's little cuddle bug." Drell smiled.

"Hey!" Cherry complained. "Get to the point!"

"I know you all wanna go to Equestria, but there's some matters to discuss first... Such as him..." Drell replied, pointing to Lionel. "Also, I'm going with you guys, but I'll meet you there. I have to pick up two little gifts from my sister's house."

"You mean your nephew and niece?" Atticus asked.

"Of course!" Drell replied. "So I'm gonna let you take this time for you to round up anyone you want to take a long, such as your little sister."

Atticus smiled to that.

"And for you, Lionel..." Drell said before he took out his wand, zapping Lionel into a navy blue earth pony since they would be in Equestria.

Lionel smirked before changing back to normal. "Yeah, I prefer being able to grab stuff with my hands, thanks very much." he remarked.

Drell narrowed his eyes and hit Lionel again, turning him into a pegasus. Cherry cupped her mouth with a light snicker.

Lionel just changed back to normal again. "Close, but no cigar." he remarked.

"TURN INTO A PONY, DAMMIT!" Drell complained, turning him into a unicorn.

Lionel smirked as he kept changing back to normal.

"DAUGH!" Drell yelled out and soon lunged out for Lionel.

"Ooh, you better run." Cherry warned.

Lionel just nonchalantly stepped to one side as Drell hit the chair instead and hit the ground. Atticus, Cherry, Mo, and Patch winced to that.

"He can't go to Equestria as a human..." Drell said as he stood up, dusting himself clean. "This isn't like that time with Megan Williams, and her brother and sister with that time-" he then looked over to see the others looking at him curiously. "Uh... I mean... I have to go see my sister!" he then said, pushing them out of his office. "Shoo, shoo. I'll meet you guys in Equestria!"

"Well, THAT was informative..." Lionel remarked sarcastically.

Skippy waved in silence.

"That's Skippy, Drell's friend." Cherry told Lionel.

"Hmm... A big loudmouth guy is hanging around a tiny guy who never talks... Does that sound familiar?" Lionel smirked.

"...No?" Cherry replied.

Lionel shrugged. "Fair enough, you got me; I don't exactly know either." he replied.

* * *

They all soon went to get ready to go and met up at Atticus's place later on before they would go.

"So, kiddo, wanna visit the School of Friendship?" Atticus smiled to his little sister.

"Yeah!" Darla smiled back.

"Alright then," Lionel replied. "Ought to be fun."

"I loved seeing it, I would've loved to stay, but people would worry about me back home since Amber, Annabelle, and I found out that it was a boarding school." Darla said.

"And that's okay," Atticus smiled. "I'm sure they'll be happy to see you again too."

"Boarding?" Lionel asked in confusion.

"A boarding school is a place you go to learn and live in." Cherry told him.

"Yeah," Darla added. "Like my friend Madeline in Paris."

"A school you LIVE in...?" Lionel asked. "Sounds repugnant..."

"Well, it's not for everyone, that's just how Twilight thought it would work out." Atticus shrugged.

"Ugh... What is taking so long?" Cherry complained as she soon walked off. "I dunno about you guys, but I'm gonna take a nap. If I'm going to be whisked away to a different world for a while, I might as well get some rest. Especially if we're going with some loudmouthed, arrogant, egotistical, malicious, tremendously awful-"

Lionel sighed. "...He's right behind you." he remarked.

Cherry's eyes widened as she soon stopped herself before grinning bashfully as she turned around. "Heh... Heeeey!"

Thor and Phoebe smiled innocently while their uncle gave her a look.

"Please excuse me while I take my foot out of my mouth." Cherry muttered.

"Best make it quick," Mo replied. "We've only got a little time to do it."

Cherry gave them all a look.

"Hi!" Phoebe smiled as she jumped up in front of Lionel before taking out her favorite dolls. "Do you know the Sky Dancers?"

"I've heard of them, but not really." Lionel replied.

Phoebe soon gasped melodramatically.

"Here we go." Thor rolled his eyes.

"Uh, who's this?" Darla asked.

"This is my niece, Phoebe," Drell replied before sighing. "I sorta promised her mother I'd let her come to Equestria someday after taking her and her brother to Candy Land on her last birthday."

"Oh. Well, nice to meet you!" Lionel waved.

"I'm excited to go to the School of Friendship." Phoebe smiled.

"Well, she seems nice." Darla commented.

"Definitely." Lionel nodded.

"Can we go? Can we go? Can we go? Can we go? Can we go? Can we go? Can we-" Phoebe smiled.

"Uncle Drell!" Thor cried out.

"Yes, if there isn't anything else, let's get you guys going." Drell said as he put a cookie in Phoebe's mouth to shut her up.

She ate the cookie with a smile.

"If you guys don't mind?" Drell prompted.

Atticus, Cherry, Mo, and Patch soon began to summon their medallions like the Mane Six with their Elements of Harmony and a portal soon opened up to take them all into the land of Equestria.

* * *

Lionel gave an impressed whistle. "Nifty." he stated.

They soon rode along and everyone came out in their own Equestrian forms... Except for Lionel. Phoebe wore her backpack with her Sky Dancer dolls together as she looked down and yelped before falling on her back.

"What's wrong, Bebe?" Thor asked his sister.

"I-I... You... We're all ponies!" Phoebe cried out.

"Almost all." Lionel replied.

"But... But... But..." Phoebe said.

"It happens here, Bebe, but we're all okay," Thor smiled as he soon knelt down before standing up, carrying his little sister on his back. "If you thought meeting the Sky Dancers for your birthday was fun, you're gonna love it here!"

"Yup," Lionel replied. "Bet it'll be a ton of fun here."

They soon walked off and were on their way to the School of Friendship. Along the way, a pegasus mare was flying around above them.

"Oh, there's Derpy!" Mo smiled before waving. "Hi, Derpy!"

Derpy looked over and smiled back with her own wave before crashing into the school by accident.

"Ooh, watch that first step." Lionel remarked.

Derpy soon flew out, shaking her head.

A tiny and cute pegasus filly soon flew around to catch the falling mail. "Thank you for the mail delivery!" she then smiled. "Have a wonderful day!"

Derpy smiled back to that before saluting her and flew off.

"Um... Hi?" Atticus smiled.

"Oh! Hello, there!" The filly smiled back cutely.

"Hey," Lionel waved.

"I don't think I've seen you guys around here before." The filly smiled.

"We could say the same about you," Darla replied. "Who are you?"

"I'm Cozy Glow," The filly smiled. "I started here a little late, but now I'm Princess Twilight Sparkle's new Friendship Assistant."

Lionel squinted suspiciously at the filly. "Uh-huh..."

Cozy Glow soon flew in through the doors to clean up a bit.

"Where are the others?" Cherry asked.

"Well, Professor Rainbow Dash ended up having to host a field trip for Princess Twilight because I asked her to, and the others are in Cloudsdale now." Cozy Glow smiled.

"Ooh! Atticus, can I go with them?" Darla beamed.

"Hmm... I'd love to come, but I wanna say hi to Twilight first," Atticus replied. "Cherry, you earned your wings, could you take Darla to Cloudsdale?"

"Oh, sure!" Cherry replied.

"...Cloudsdale?" Lionel asked curiously.

"You wanna come with me?" Cherry asked Lionel. "I could take you there too so Atticus can say hi to Twilight."

"Um...okay." Lionel replied.

Cherry soon took Lionel and Darla for a ride on her back as she flew them towards Cloudsdale.

"You're new here, right?" Cozy Glow smiled to a filly who seemed to be lost. "I'm Cozy Glow, Professor Sparkle's friendship assistant. Welcome to our school!" she then took a look at her schedule to help the new filly out. "Your first class is just down that hall." She then soon flew off into the library as the others began to follow her to find Twilight.

* * *

"This place looks amazing." Phoebe smiled as she rode on her brother's back.

Lionel's eyes widened, and he snickered to himself as he began jotting something down on his notepad. Cherry soon took Darla and Lionel to Cloudsdale, and it was a bit of a surprise since only pegasi were able to wander around the clouds without worrying about falling.

"Ta-da! The Pegasus Weather Factory!" Rainbow Dash told the students. "Every drop of rain or flake of snow from Cloudsdale comes from there."

"So this is where they make their precipitation." Lionel replied.

"Pretty much, yeah." Cherry said.

"Ooh..." Darla looked around in awestruck.

"Oh, hey, Cherry, I didn't know you were-" Rainbow Dash smiled before yelping at Lionel's appearance since he was human and not a pony. "WHAT IN EQUESTRIA IS THAT?!"

"...Yo." Lionel replied casually.

"Uh, well, you know me, Atticus, Darla, Amber, Annabelle, and Patch are from a different world..." Cherry said to Rainbow Dash.

"Do you all look like that?" Rainbow Dash asked.

"Well... More or less..." Cherry said. "This is what we call a human."

"Oh... Ohh... Like that time Twilight had to get the Crown and she ended up in that other world and met you guys for the first time..." Rainbow Dash replied. "So, uh, is he a friend of yours?"

"Yep." Cherry replied.

"Name's Lionel, good to meet ya." Lionel smiled and waved.

"...Weird... Anyway... Welcome." Rainbow Dash said.

"Uh, RD?" Cherry asked. "How are we ALL floating?"

"I cast a spell to let everyone walk like Pegasi for the field trip." Starlight smiled as she walked over.

"I'm just floating 'cuz I'm able to do that." Lionel replied.

"Wow! I've never stood on a cloud before!" Ocellus smiled as she enjoyed the trip so far.

"Now, I know it might seem strange with other creatures here than ponies, trust me, it took some getting used to," Cherry told Lionel as they explored Cloudsdale together. "Ocellus is a Changeling... There's Silverstream who's a seapony/Hippogriff from when we faced The Storm King, who I don't see... Oh, and that's Gallus the Griffin... Sandbar the Pony, he reminds me of a very young Atticus... Oh, and that's Yona the Yak from Yakyakistan... Uh... Am I forgetting anyone?"

Lionel shrugged. "Dunno."

"Hey, Yona!" Gallus smirked to the yak as he stood over a cloud. "Come check out this view! Unless you're too scared."

Yona's teeth chattered behind Cherry before she soon stood bravely, coming by the griffin. "Yona not scared!"

"Ah, Gallus... I feel like he might be related to Gilda." Cherry commented.

"Maybe, maybe not." Darla replied.

Yona smirked to Gallus and came over to the cloud before falling right through it which made everyone gasp and panic for her. "Now Yona scared!" she then cried out.

Starlight tried to use her magic, but for some reason, it didn't work. Soon, she fell, and everyone else who didn't have wings soon fell right through the clouds.

"Looks like you're in need of a...net gain!" Lionel remarked as he snapped his fingers; below the clouds, but above the ground, a large trapeze net appeared to catch the falling creatures.

Rainbow Dash let out a breath of relief from that.

"I don't understand," Starlight frowned. "I-It's like my spell stopped working. That's... Never happened before."

"Seems like your species might be experiencing a...powers outage?" Lionel asked.

"I-I'm not sure." Starlight frowned.

"Come on, let's go tell Twilight." Darla suggested before her best friend Amber appeared.

"Huh?" Lionel asked. "Where'd you come from?"

"I'm not sure..." Amber replied. "...Uh... Who are you?"

"This is Lionel," Darla told her best friend. "I think he's Cherry's boyfriend."

Lionel smirked. "Perceptive little sprout, aren'cha?" he remarked.

Darla smiled bashfully to that.

"Well, it's nice to meet you, but shouldn't you be a pony like some of the rest of us?" Amber smiled politely.

"Eh, while that WOULD be interesting, I'm not exactly keen on losing my ability to grab things with my fingers." Lionel explained.

"Oh, well, um, welcome to Equestria anyway," Amber smiled. "I'm Darla's best friend."

"She's the niece of Roger and Anita." Darla told Lionel.

"Oh! Well, any friend or family of theirs is a friend of mine!" Lionel replied.

Amber and Lionel shook hands/hooves.

"Uh, everything okay over here?" Amber asked out of concern.

"There was a field trip to Cloudsdale, but something went wrong." Darla frowned.

"Yeah, the cloudwalker spell suddenly went-" Lionel explained, before doing the sound of a light bulb shorting out. "...and everyone went-" he then did a descending whistle sound. "But then I snapped my digits and made a big net to catch them!"

"Pretty much." Cherry then added in conclusion.

Amber looked a bit worried. They soon came to see Twilight to tell her what happened.


	2. Chapter 2

"We have an emergency!" Starlight announced as she ran into the office.

"The students dropped out of the sky!" Rainbow Dash added.

"Slow down. What happened?" Twilight replied.

"I cast a spell for our field trip to Cloudsdale, but my magic just failed." Starlight explained.

"I literally just said all that." Lionel replied.

"Yes, but Twilight didn't know." Cherry reminded him.

"Ah..." Lionel replied.

"I'm glad you're all okay, but I'm sure it's nothing to worry about, Starlight," Twilight said to the unicorn with a small, humble smile. "Maybe you did your spell wrong. Let's take a look," She then used her horn to take out a book, but it then fell flat to the floor. "I didn't drop that book."

"Maybe you did your spell wrong?" Starlight mocked.

Lionel snickered at that.

"Ow!" A voice yelped with a thud.

Lionel soon opened the door with his hand to see a pegasus and a unicorn in pain.

"Rarity ran into the door." Fluttershy told the others as she flew in.

"My magic is go-o-o-one!" Rarity soon cried dramatically. "I even had to use my hooves to coif my tail!"

"Dah! Uh... It looks... Unique..." Cherry said nervously.

Lionel saw and immediately began to try and stifle his snickering as he wrote down more possible jokes in his notepad.

"Still think there's nothing to worry about?" Rainbow Dash muttered to Twilight.

"This doesn't make any sense. Magic can't just disappear," Twilight frowned. "Something has to be causing this."

"This is reminding me of something..." Patch commented to himself.

"Um, didn't we learn in class about a creature that eats magic?" Cozy Glow soon piped up. "Ter, Tee... Tir-something?"

"Tirek?" Twilight asked.

"I musta missed sum'thin," Lionel replied. "What the heck is a Tirek?"

"Tirek is a demonic centaur," Atticus told Lionel. "We faced him when we visited Twilight before she got her own castle. He eats the magic of others, and we soon defeated him with our Elements of Harmony."

"But, isn't he trapped in Tartarus?" Rainbow Dash reminded.

The doors soon slammed open and Spike rushed in, but he appeared to be gagging.

"Spike, what's wrong?" Twilight asked the young dragon.

Cherry soon pushed her hoof against Spike, letting him burp out a scroll.

"Thanks. I've never had a letter get stuck before," Spike said in relief before checking the scroll. "It's from Princess Celestia! We've all been called to an emergency meeting in Canterlot! Look!"

"Fascinating..." Lionel replied.

"Pretty sure I know what it's about." Twilight told the others as she couldn't properly read the scroll since her horn was useless.

"Come on then, let's get to Canterlot!" Cherry told the others.

Darla and Amber looked a bit worried themselves about what was going on, but they went along anyway.

"I can't seem to use much magic either," Drell frowned to the others. "Something must be terribly wrong."

"Uncle Drell... What's happening?" Phoebe pouted.

"Guess I was right," Lionel replied. "It's a powers outage all across the planet."

Phoebe gasped to that.

"Oh, uh, don't worry, Bebe, it'll be okay." Drell smiled comfortingly.

* * *

They soon came into the castle once they were let in to see the Alicorn sisters.

"Throughout our city, ponies have been reporting tales of their magic failing," Princess Celestia told the group which included Twilight's sister-in-law, Princess Mi Amora Cadenza: AKA Cadence. "Spells going wrong. Potions not working."

"Even raising the moon has become difficult," Princess Luna added. "Are there similar troubles in Ponyville?"

"That would be a yes." Lionel replied.

"We experienced it first-hoof." Twilight added.

"It's the same in my kingdom," Cadence frowned. "The Crystal Heart seems safe for now, but I worry if this continues."

"What else could go wrong?!" Cherry yelped before falling flat, melodramatically.

"Way to jinx it." Lionel remarked.

"Letter for the princess from Star Swirl the Bearded!" A mail pony gasped as he ran over with a letter.

"That cannot be good." Cherry groaned.

Spike took the letter and flew towards Princess Celestia to show her what it was all about and she began to skim through it.

"Ah! It is even more terrible than we feared!" Princess Celestia gasped. "Magic is disappearing all across Equestria!"

"Told ya that ya jinxed it." Lionel replied.

Cherry groaned and face-hoofed herself.

"Star Swirl believes the power will drain from our land in three days," Princess Celestia told the others. "First, unicorn magic and spells will fail."

"That's what's happening now." Starlight panicked.

"On the second day, creatures will lose their magic abilities." Princess Celestia continued.

"Ooh, that's not good," Lionel replied. "You guys won't have any powers!"

"Oh, no!" Fluttershy gasped.

"And finally, magical artifacts will stop working," Princess Celestia soon concluded the letter. "When the sun sets on the third day, the magic in our world will be gone forever!"

"But Drell's not FROM Equestria!" Cherry reminded.

"That may be, but his magical aura is among Equestria, so it'll affect even him and maybe even Atticus as the Alicorn Prince of Strength!" Princess Celestia alerted.

"Also not an Equestrian native, either." Lionel raised his hand to point out.

"I advise you to be very careful then, you might get hit next since you're in the area." Princess Celestia advised him.

"But why is this happening now?" Cadence asked.

"That's the worst part," Princess Luna frowned. "We have no idea."

"Well, that's just peachy," Lionel groused. "Something bad's happening, but we don't even know what's causing it OR how to negate its effects!"

"Has anypony checked on Tirek?" Cherry asked before oofing.

"You mean the big, red, scary centaur who eats magic?" Pinkie Pie replied, leaning her front hooves onto Cherry's head, squishing her slightly. "Why would we wa-Ohhhh. Riiiiight."

"If he has found some way to escape his prison or work from within it, he could be responsible for this." Princess Celestia stated.

"That is the best explanation so far," Princess Luna agreed. "Somepony should investigate."

"Naturally, the group who's maybe dealt with Tirek before?" Lionel suggested.

"Lionel is right," Twilight agreed. "We'll go."

"Oh, no-no-no-no-no-no. Not without us, you wo-" Rarity objected at first until she heard what Twilight said. "Wait. Did you say '_we_'?"

"I've finally learned that it's okay to count on your friends for help." Twilight smiled.

"Took ya long enough." Atticus teased.

Twilight gave him a look before looking over to the rest of the Mane Six. "Um, you do want to come, right?" she then asked.

The others all replied in agreement. "Sounds like a yes to me." Lionel replied.

"Thank you, all," Princess Celestia told them all. "We will search for ways to protect Equestria in your absence."

"Be careful. Tartarus has changed since you were there," Princess Luna cautioned. "It now holds many dangerous creatures, and you won't be able to rely on your magic."

"Ah, no worries, you guys," Mo smiled to the Alicorn sisters. "We've got this."

"Here's hoping," Lionel replied. "Best of luck, you guys."

"Hold on! You aren't coming?" Cherry asked him.

"Well, if you wanted me to, then okay." Lionel replied.

"I'm sure you can help somewhat," Cherry said. "I mean, the strongest magic in this world is friendship."

"It's cheesy, but I guess it works." Lionel shrugged as he went to join them.

"We're all in this together." Cherry said.

Pinkie Pie looked like she was about to sing.

"No. No, no, no." Cherry begged, covering Pinkie Pie's muzzle.

Phoebe, Darla, and Amber still looked concerned.

"We have to help them." Phoebe said to them.

"Definitely." Amber agreed, and Darla nodded at that.

"But how?" Darla asked.

"Hmm... I'm not sure... But we can't just sit here." Phoebe frowned.

"Exactly! You three will need to stay here in case something happens," Lionel replied. "Keep an eye on that Cozy Glow kid...she's about as trustworthy as Cruella or her misbegotten niece Ivy..."

"Ivy..." Amber sighed in memory.

"Why do you say that, Lionel?" Phoebe asked. "Cozy Glow seems so nice and helpful. She doesn't look like she could do anything wrong."

"Think about it: nothing is EVER that cute without some kind of ulterior motives behind it," Lionel explained. "In short, nothing is as it seems. Keep an eye on her, but make sure she doesn't know you're watching. She might try to throw you off her trail...or into a broom closet."

Darla's eyes widened before she shuffled her hoof. "I guess Cherry told you about me, huh?" she then guessed since she knew what Lionel was talking about.

"Eh...more or less," Lionel replied. "Also, I've seen that situation happen in plenty of other cartoons. But I also know that you changed for the better."

* * *

Drell soon pointed sharply and Thor came to the young fillies.

"I have to babysit you monkeys." Thor glared slightly.

"Suck it up, Thor." Drell reprimanded him.

"I don't see why I have to babysit while everyone else has the funnest time ever." Thor complained to his uncle.

"Adventures aren't all fun and games," Lionel replied. "Things can and often WILL get very dangerous, so we need someone back at home base to help out if things get too rough."

"Hmph." Thor still pouted out of jealousy.

Lionel shrugged. "Well, you can't please everyone, I suppose. Let's go." he replied.

"Don't have too much fun without me, K?" Thor pouted.

"You'll be fine, buddy." Atticus smiled and comforted his best guy friend.

"Yeah! So, let's get on out there!" Lionel replied triumphantly.

Thor waved to them as they began to leave the throne room before smirking. "Okay, monkeys, I'm in charge, that means you have to do what I say! Ha-Ha-Ha!"

"I hate it when he does that whenever Mom and Dad are gone." Phoebe told Darla and Amber.

"That's going to get annoying quick." Darla agreed.

"Thornton has a big head sometimes." Phoebe replied.

Thor soon picked up the girls on his back and carried them off, leaving the castle to babysit.

"Aren't you coming along?" Patch asked Drell.

"I think I should wait with Celestia and Luna over here." Drell replied.

Lionel shrugged. "If you like," he replied. "Besides, I dunno what it would be like to lose my powers...they've been with me since I was a baby...without them...what does that make ME?!"

"A super fan of Batman who lives with Mummy?" Drell smirked playfully.

"YOU THINK THIS IS SOME KIND OF JOKE?!" Lionel snapped. "Without my powers, I'd be NOTHING! COMPLETELY, UTTERLY USELESS DEAD-WEIGHT!"

"Isn't that just what I said?" Drell raised an eyebrow.

Lionel angrily rolled his eyes. "NO!" he shouted back. "Besides...I wasn't even TALKING to you, so butt out!" he remarked.

"Bye then." Drell waved.

"Sorry about him," Atticus said to Lionel. "Let's just focus on saving the magic of the world before things get worse."

"And knowing how these things usually go, they just might," Lionel replied. "Besides, you saw how things went back there. How can I even be a help to anyone if I don't have any powers?"

"You can help, Lionel, I know you can," Atticus said. "We've all been through stuff like this before. We'll use teamwork."

"But my powers are the main thing that give me any purpose," Lionel replied. "Like I said back there, when I thought I was addressing you and the others: without them, I'm worthless. Dead weight. No help at all...and Drell having all the emotional tact of a runaway freight train doesn't exactly help things."

"Lionel, you don't need your powers to help, you can help out by being a good friend to all of us." Atticus smiled.

"I guess you're right," Lionel replied. "I just got so used to my powers being a part of my life that I guess I just couldn't imagine living without them. If I fell from really high up, I wouldn't be able to walk it off easily and recover fast. I'd be able to die."

"I'm sure it's tough, but it's going to be okay-" Cherry said. "Oh! What about the school?"

"Um... I could either close the school and let the students go home or leave someone else in charge?" Twilight suggested.

"What if a few of us were to go back and help keep an eye on things-preferably not dying-while you and your friends went to figure this whole situation out?" Lionel suggested.

"I'm sure you'll be okay, but maybe that's a good idea." Atticus agreed.

"Hmm... All right..." Twilight said.

Starlight appeared in the corner, giving a sheepish wave to them.


	3. Chapter 3

Later on, it was soon adventure time to those going with Twilight.

"Okay. I left you my lesson plan, all my student files, and my annotated syllabus notes," Twilight told Starlight on her way out. "If anything goes wrong, get Celestia."

"Got it!" Starlight smiled and nodded.

"Well...off we go..." Lionel remarked, briskly gulping.

Twilight began to feel nervous. "Maybe I should just close the school and send my students home." she then suggested another option.

"Would you go save Equestria already?" Starlight smirked, trying to push her into adventure.

Lionel rolled his eyes. "She makes a point; besides, if I might lose my powers forever, I may as well enjoy my last moments with them." he replied.

"Ya know, since we're almost brothers now, maybe I should stay with you too." Atticus suggested for him.

"Huh...okay." Lionel replied with a smile.

Everyone soon met in the hallway as they were set up.

"Okay. Cozy packed us all up for a trip to Bad Guy Central." Spike told the others.

"I still can't get used to those wings." Cherry commented to him.

"Well, he was long overdue to get them sometime." Atticus replied.

"Don't forget the sandwiches. I marked whose is whose, just in case," Cozy Glow smiled to the others before whispering to Spike. "Starlight can't stand mustard."

"That's so sweet of you, Cozy, but Twilight has asked some of us here like me to stay here to run the school." Starlight smiled back to the cute filly.

"Yeah," Lionel replied. "This might be a literal land where magic is the normal thing for them, but leaving one child in charge of an entire school? Now that's just insane!"

"Oh. I thought that after what happened last time-" Cozy Glow pouted.

"Once she's survived Discord, anything else is a piece of cake." Spike smiled.

Cozy Glow soon gave a puppy dog pout and whimper.

"Plus, she'll have you to help her." Twilight then added to cheer her up.

"Oh, golly, yes! I promise I'll be the best assistant ever!" Cozy Glow beamed before taking Starlight by the hooves. "Come on. We can start working on your substitute headmare plans right now, if you like."

"Oh, yeah, she is maxi-mundo bad news." Lionel whispered under his breath.

"I think I contracted diabetes." Cherry whispered to Lionel about Cozy Glow's cuteness and innocence.

"She's so sickeningly sweet, I might get cavities just from listening to her." Mo added.

Starlight soon went to leave with Cozy Glow while the others began to leave for their adventure.

"You boys play nice now." Cherry told Atticus and Lionel as she left.

"Oh, we will!" Lionel grinned back.

And so, began the separation, which was different since Atticus was usually always by Twilight's side since he loved her the same way that he loved Cherry, like brother and sister bonding.

"See? Nothing to worry about," Twilight smiled to Spike before picking him up in a panic. "Tell me there's nothing to worry about."

"Hey, now, no going Twily-nanas." Atticus reminded her.

Lionel snickered at that.

* * *

Later on in the School of Friendship, there was an assembly going on.

"Good morning, friendship students! I know we're all sad Professor Sparkle is away," Cozy Glow announced before giving a small pout as she stood behind a podium. "But don't worry, because she left me in charge to do things just the way she would."

Lionel used his vocal mimicry to imitate another student's voice. "But I thought Professor Glimmer was in charge!" he exclaimed within the crowd.

"She was, but she left me this note," Cozy Glow replied before taking out a note. "'I have to go. Twilight needs my help. I know the school is in good hooves with you, Cozy'," she then giggled. "Isn't that sweet? We won't let Starlight down, will we?"

The students seemed to chatter in agreement with that.

"It's just kind of weird, isn't it?" Smolder spoke up.

"I don't know what you mean." Cozy Glow smiled innocently to the young female dragon.

Lionel squinted suspiciously. "Something's fishy around here, and I don't mean the hippogriffs..." he muttered.

"Like, why'd she change her mind?" Smolder asked Cozy Glow. "Why did Starlight write a note instead of saying goodbye to us herself? Doesn't make any sense."

The students had to agree on that, now looking curious.

"Oh, Smolder, you forget," Cozy Glow giggled. "We're not scheming dragons. We're ponies. Sounds like somecreature needs to do a little extra friendship homework."

Some of the other students laughed to that.

"Okay, that sounded oddly racist." Lionel commented.

"Yak not pony either!" Yona soon snapped. "If Smolder get homework, Yona get homework."

"Me, too!" Ocellus added.

"I'm in!" Sandbar added.

"Yeah!" Silverstream laughed before hugging her friends. "Homework Party!"

The rest of the Young Six soon looked over to the griffin.

"Fine." Gallus groaned and rolled his eyes.

"If that wasn't proof, I dunno what is." Lionel replied.

Atticus narrowed his eyes as he began to found himself unable to trust Cozy Glow now, but kept it to himself until later on.

"What loyalty. Professor Rainbow Dash would be so proud," Cozy Glow smiled to the Young Six. "You are such good friends. You all are. And I'm grateful because it will be awfully hard running a whole school alone. Can I count on each of you to help me?"

The students soon cheered to that in response.

"Thank you so much! It's just like our professors taught us," Cozy Glow smiled to them. "Together, we can get through anything!"

"I just hope the others are doing okay." Atticus said to himself.

"You aren't the only one," replied Lionel. "Hopefully Cherry is alright..."

Atticus gave a small nod.

* * *

Meanwhile, the others were traveling. Cherry sputtered and grunted as they were infested with flies as they traveled, but Rarity seemed to be suffering the most.

"Ow! Ugh! I have had it with these horrible flies!" The unicorn fashionista whined. "I miss my magic...!"

"Have you tried using your tail to shoo them away?" Twilight suggested.

"Yeah!" Cherry coughed as she tried to do that. "You're a horse! It's what you do!"

Rarity gasped to that, feeling offended. "Bite your tongue! It's for decorative purposes only!"

Cherry rolled her eyes in irritation. "Maybe I should've stayed back with Nancy, Mo and Lionel...heaven knows I wouldn't hafta put up with THIS back there." she groused.

"Hey! I didn't know we packed green cupcakes." Pinkie Pie said as she took out a green cupcake from her bag.

The cupcake appeared to be moldy and disgusting.

"Um, we didn't," Fluttershy frowned. "They must've gone bad without magic to keep them cold."

Pinkie Pie soon at the cupcake, making things even more disgusting, and even made Cherry throw up, seeing that.

"'Magic' this, 'magic' that," Rainbow Dash rolled her eyes. "We don't need magic to go on a little hike."

And just then, it began raining.

"You were saying...?" Rarity asked.

Cherry sighed. "Yup. Definitely should've stayed behind..." she remarked.

They soon ran to hide under a tree so they wouldn't get any wetter than they were now.

"You just need to think more like Earth ponies, y'all," Applejack smiled before she took out a jar. "Granny's 'Apple Core No-Bite-No-More'! That'll keep the flies off."

"I hope you're right." Cherry said as she took some and rubbed it on.

Pinkie took a whiff and gagged. "Ugh! It smells just like it looks!" she remarked.

"Even if our food's spoiled, these blueberries are still good to eat." Fluttershy smiled as she looked into a bush.

"Too bad we can't do anything about the rainstorm." Spike pouted.

"I can't stop that storm by myself, but I can still help!" Rainbow Dash replied.

"Go, Rainbow Dash!" Cherry supported.

Rainbow Dash soon flew to the sky and took out a chunk of the cloud and flew back down and held it over the others for protection from the rain.

"I think we have all the magic we need right here," Twilight smiled to her friends before looking sheepish. "Not that I don't want to get it back. Heh. Let's go!"

They soon ran off to keep on going.

* * *

Meanwhile, back at the school, almost everyone had something positive to say about Cozy Glow being in charge.

"Cozy Glow baked our class cupcakes today!" A unicorn filly beamed.

"And she made all of us friendship bracelets!" An earth filly added, showing a bracelet around her hoof.

"She's the nicest pony I've ever met," The pegasus filly concluded cheerfully. "I'm so glad she's headmare!"

"Uh, _temporary_ headmare? Right, guys?" asked Sandbar.

"Yeah. Won't be long before word of this spreads." Lionel agreed.

"Oh, oh, of course," The unicorn replied. "But if Twilight takes her time coming back, I won't mind." she then giggled as she left with her friends.

"Going somewhere, Sandbar?" Patch asked.

"I'm on my way to Study Club with the other Young Six." Sandbar replied before picking up his book.

Lionel shrugged. "Figure we might join you." he remarked.

Sandbar smiled to that and soon took them to the library.

"Anyone see Atticus?" Mo asked.

"I think he went to see how Thor was doing." Patch shrugged honestly.

"Knowing him, let's hope he didn't get in over his head." Lionel shrugged.

* * *

They soon came into the library with the other Young Six.

"Finally! We thought you forgot about Study Club." Silverstream smiled to the young colt.

"Sorry I'm late," Sandbar replied as he joined them. "Cozy Glow gave our class tickets to a Sapphire Shores concert in Ponyville tonight."

"I think she's just using all these presents to distract us from the whole missing magic problem." Lionel stated.

"That could be it." Ocellus agreed.

"I don't trust her," Smolder scoffed. "What's she up to behind those big eyes and bouncy curls?"

"Pure evil." Lionel replied.

They soon heard some sort of commotion behind the bookshelves.

"And why Cozy pony coming out of catacombs so late at night?" Yona glared as she took a look.

Everyone else soon looked with the yak and Cozy Glow was seen flying with a lantern before leaving the library.

"Definitely worth investigating." Patch remarked.

They soon went to go follow after Cozy Glow to see what was going on.

* * *

Meanwhile, the others soon came up to a demonic looking door.

"This is the only door to Tartarus," Twilight pointed out to the others. "The good news is the seal isn't broken, so we know Tirek didn't escape."

"Oh, no, Twilight, is there bad news too?" Cherry rolled her eyes.

"Last time I was here, I had to use magic to get in. And according to Star Swirl, all unicorn magic was gone by yesterday's sunset." Twilight explained.

"Maybe he was wrong!" Rainbow Dash suggested.

"I doubt it, but I guess we could see what happens." Cherry said.

Twilight nodded and soon grunted, trying to summon her magic, but nothing happened.

"Don't worry, Twilight," Pinkie Pie smiled. "Me and Cherry got this."

"WHAT?!" Cherry yelped. "Forget it, don't drag me into another of your loony schemes!" she protested. "I never agreed to this!"

Pinkie Pie dragged her off anyway and they both had pizza slice masks. She then knocked on the door and took out a pizza box. "Free pizza delivery!" she then announced.

Cherry rolled her eyes as no one came to the door.

"Huh. Always worked before. Oh, well." Pinkie Pie shrugged before tossing the pizza box aside.

"I swear, I'm the Squidward to your SpongeBob." Cherry grumbled.

"Did any of y'all pack somethin' that could actually help?" Applejack asked, exasperated.

Everyone soon checked their bags.

"These all do magic, but not the kind we're looking for, I'm afraid." Rarity frowned, taking out her personal tools of fashion.

"What good would this be in this situation?" Cherry frowned as she brought out her training wand from school.

"How about this?" asked Spike, holding up a cone-shaped device.

"This reeks of plot convenience." Cherry noted.

"The Key of Unfettered Entrance!" Twilight beamed, taking the device from the young dragon. "Where did you find this, Spike?"

"In your bag," Spike smiled. "Cozy Glow must've packed it for you."

"She really did think of everything." Twilight smiled back.

"Yeah..." Cherry commented. "Pretty suspicious if you ask me..."

"Um, what does it do?" Fluttershy asked.

"It can magically open any door, and since artifacts like this haven't lost their power yet..." Twilight said as she put the key in.

The door soon began to power up, and the doors to Tartarus opened up before them. Twilight reached for the key before it suddenly exploded. "I guess it only works once." she then said to the others. And just then, the door slammed behind them.

"Seriously, NOBODY else finds it strange that Cozy Glow gave you a magic key that allegedly opens any entrance, but it was only good for one use?" Cherry asked.

"Oh, Cherry, don't jump to conclusions," Pinkie Pie smiled. "We're gonna be just fine."

"I highly doubt it!" Cherry replied. "Atticus's little sister used to be just like this!"

A Cockatrice soon came out, hissing at them.

"Cockatrice!" Cherry yelped before covering her eyes, shivering since just looking at one could turn you into stone.

Pinkie bounced up and down a few times. "I don't feel like stone," she commented. "Unless it's really bouncy stone!"

The Cockatrice was shown to be in a cage and looked a little sad from being in there.

"I think he lost his magic, too," Fluttershy frowned as she pet the Cockatrice before seeing that there were other creatures shown to be locked up in cages. "All the creatures here must have."

"Lucky us." smirked Cherry.

All of the creatures looked a little sad to be locked away like this.

"Star Swirl said that would happen on the second day." Twilight told the others.

"I know it should make me feel safer, but it just makes me sad," Spike frowned. "We gotta fix this!"

"Easier said than done." Cherry replied.

* * *

Back at the school, Cozy Glow was flying down the corridors, unaware that she was being followed by the Young Six. They snuck behind her, making certain that she didn't see them coming. Cozy Glow came into an office, but didn't shut the door all the way, and the others peeked through the crack to see a frightening figure.

"Where is Princess Twilight?!" Chancellor Neighsay sneered to the young filly.

"Oh, golly. She's away on a quest," Cozy Glow smiled innocently. "I'm watching the school for her."

"Egads!" Lionel remarked. "Brain?!"

"Shh." The others reminded him to keep quiet so no one would see them.

"Magic is failing across our land, and she left a foal in charge of this facility?" Chancellor Neighsay glared to Cozy Glow.

"Yes, sir! Is there anything I can do for you?" Cozy Glow smiled to him.

"That won't be necessary," Chancellor Neighsay glared. "Twilight's folly stops here. As of now, I am headstallion. And I have quite a few changes to make." he then added with a sinister smirk.

_'This does NOT bode well...'_ Lionel thought.

* * *

Meanwhile, the others kept traveling among the creature zone they wandered into.

"If all these monsters lost their magic, then getting past Cerberus should be easy-peasy!" Pinkie Pie said as she grabbed a creature, forcing him to have a grin on his face.

"Bring it on," Cherry smirked. "I can handle anything."

Cerberus soon ran out and stomped on her by accident.

"Finland..." Cherry babbled before falling in the middle of the ground.

"I'll talk to him." Fluttershy insisted as she approached the three-headed dog-beast.

Cherry soon stood up and shook herself violently to ease off the pain she just endured. Cerberus growled to Fluttershy at first.

"Um, excuse me, puppy?" Fluttershy cooed to the dog demon, petting and cooing. "You're a very good guard dog. Yes, you are, but, um, we were wondering if we could get by to check on Tirek."

Cerberus then began happily licking Fluttershy.

"That looks like a yes." Applejack stated.

"I'll get you a towel, darling." Rarity insisted as the yellow pegasus giggled.

They soon followed after Cerberus to continue their travel in finding the demonic centaur.

"The Princess of Friendship here for a visit," Tirek smirked upon their arrival to his cage. "What have I done to earn the honor of your company?"

"Cut the crap, Tirek," Cherry snapped. "I have been through literal Hell today getting here...to Pony Hell, ironically enough."

"We want answers, Tirek," Twilight ordered. "Magic is disappearing from Equestria."

"I know. What a waste of such... Mmm... Delicious power~" Tirek smirked before slurping hungrily.

"Daugh!" Cherry grimaced before glaring.

"So you are behind this!" Rainbow Dash snapped.

"Silly filly, if I had all of that magic, you think I'd still be locked up in here?" Tirek smirked.

The others looked to each other as that was a good point, but they didn't want to admit it.

"But I might know something about it..." Tirek then smirked.

"Finally, we get somewhere..." Cherry rolled her eyes.

The others looked nervous to hear more, but they had to.

* * *

**_Back in the school..._**

Chancellor Neighsay looked down at the student files before brushing them aside into the trash.

"What are you doing?" Cozy Glow glared. "Those are Twilight's student files!"

"These aren't. Not anymore. With Equestria under attack, ponies must stand together," Chancellor Neighsay told her. "Twilight has endangered us all by skipping off on 'friendship trips' while these dangerous creatures run loose."

"You don't think they're the reason magic is disappearing, do you?" asked Cozy Glow.

"Yes, and I came to warn Twilight," replied Chancellor Neighsay. "But since she is gone, it falls to me to protect you foals from these monsters."

Lionel scoffed. "What a bigoted, xenophobic, bully of a creep..." he remarked under his breath. "If I had the chance to, I'd storm right in and kick his hide to Alpha Centauri and back..."

"Yona like that idea." Yona replied.

"First thing we agree on." Lionel smirked.

"Did you hear something?" Chancellor Neighsay asked Cozy Glow.

"It sounded like it came from over there!" Cozy Glow pointed out.

The doors were soon opened and the Young Six fell onto a pile on top of each other.

"You again. As I suspected," Chancellor Neighsay glared to all of them before pushing a seal on his cloak, sending out a dark type of magic with chains wrapping them all up. "From now on, this school is pony-only! As nature intended."

"On my planet, they got terms for describing folks like you," Lionel replied. "Including, but not limited to: bigot, racist, xenophobe, and no-good, low-down, vile piece of scrap!"

"Hmm... Interesting specimen..." Chancellor Neighsay said as he examined Lionel.

"If I wasn't so disgusted at your bigotry, I would be flattered." Lionel replied.

"Hm." Chancellor Neighsay glanced at him, a bit coldly.

* * *

Eventually, the group was thrown into a room.

"Since you refuse to explain your plot against Equestria and return the magic you stole, you will stay here while I summon your guardians to take you home." Chancellor Neighsay glared as he was about to leave them.

"You repugnant, miserable slag-muncher!" Lionel spat.

"Nice mouth, creature." Chancellor Neighsay huffed as he began to leave.

"Wait!" Sandbar cried out, raising his hoof. "You were right about them from the beginning, Chancellor. I see that now."

"What are you saying?!" asked Smolder in shock.

"Sandbar!" cried Silverstream.

Lionel just said nothing, simply looking on to see this play out.

"I don't want anything to do with creatures that could threaten Equestria!" Sandbar continued with a glare.

"Wisely put, colt," Chancellor Neighsay said before freeing him, allowing him to come out into the hallway with him as he grew a malicious grin on his face. "Everypony will come to their senses eventually."

"Gee...THAT's totally not foreboding in any way whatsoever," Lionel remarked sarcastically.

Sandbar soon shut the door behind him and walked off.

* * *

We then cut to Sweet Apple Acres, and Apple Bloom was fast asleep until she heard apples hitting her window and even a watering can.

"Apple Bloom? In trouble?" Clark asked as he got out of bed and rushed to save his girlfriend's little sister. "Not on my watch!"

"What in tarnation...?" Apple Bloom asked as she looked outside.

Clark soon took out a broom with a glare as he came beside Apple Bloom, but soon looked relieved that she wasn't in any danger.

"Sorry. I ran out of apples," Sandbar smiled sheepishly as he stood by a cow, two shovels, some rocks, a bucket, and an anvil to throw things to wake up the young filly. "I need the Cutie Mark Crusaders. My friends are in trouble. Chancellor Neighsay locked them up."

"Applejack told me that Starlight Glimmer was in charge." Clark replied.

"Not anymore," Sandbar replied. "But you guys are good buddies. If you can convince her to distract Neighsay, I can break out my friends. Will you help me?"

Apple Bloom and Clark looked to each other before looking back to Sandbar with a smile.

"Do mulberries have seeds?" Apple Bloom rhetorically asked.

Sandbar looked confused from that.

"That's a yes." Clark told Sandbar before leaving with Apple Bloom.

"...Okay..." Sandbar replied, confused.

* * *

**_Back in Tartarus..._**

"Where is Equestria's magic going, Tirek?" Cherry glared. "What's making it disappear? Start talkin'!"

"If you let me out, I'm sure it will jog my memory. What do you say? I scratch your back, you scratch mine?" Tirek asked.

"I'd rather you not touch my back with those freaky demon hands." Cherry replied.

"How about you tell us what you know or you'll be stuck here forever, because we're out of magic keys and nopony can open the door?" Rainbow Dash glared to Tirek, grabbing a hold of his beard in a firm manner.

"Oh, dear. I hadn't thought of that." Rarity shivered.

"We're just as trapped as Tirek?" Spike frowned.

"Basically." Cherry responded.

Tirek soon chuckled. "What a pity. Well, for you. Sweet revenge for me. It seems my little protégé's plan worked after all."

Everyone soon gasped from that.

"Which little protégé?" Applejack demanded.

"Oh, we've never met," Tirek replied as he clawed a bar on his cage. "We're pen pals. Each letter had so many questions about draining magic."

"And you answered them?!" Pinkie Pie asked, jumping onto the cage.

"I was bored," Tirek smirked as he leaned over towards Pinkie Pie. "So I simply pointed my pen pal in the right direction."

Cherry smirked. "Pen pal, huh? Bet I know who it is..."

"Oh, yeah?" Tirek smirked back to her. "You think you're so smart, don't you?"

"Try me!" Cherry smirked.


	4. Chapter 4

"Cozy Glow!" Sandbar called out as he opened a hatch with Clark and the Cutie Mark Crusaders in the School of Friendship's library. "I-I could've sworn I saw her come down this way when she left her office."

"But what would she want with that secret entrance?" Scootaloo asked.

"I'm not sure," Sandbar frowned. "I was hoping you guys could help."

"Well, as Applejack's boyfriend, I can sure try, right?" Clark replied.

"Here's hopin'." Apple Bloom replied.

They soon walked down what looked like a crystallized slide.

"Enjoying yourself in there, Starlight and Atticus?" Cozy Glow smirked as two familiar looking Equestrian figures were shown to be trapped and there were items shown to be sucking out their magic. "I'm sorry I had to push you in, but what else could I do? You were going to ruin all my plans. Especially you, Atticus. You're the nephew of King Sombra."

"Believe me, it is NOT something I'm proud of," Atticus retorted. "Besides, even if Twilight and the group don't make it back, Lionel and the others will find out."

"You might get some company soon, if I can't make that annoying Neighsay BACK OFF!" Cozy Glow smirked before snapping, then she took a deep breath and an exhale as she soon continued her little speech, circling the two in her clutches. "All this magic needs time to drain from Equestria before my vortex sucks it to another realm," she then giggled. "Three days can sure seem like forever, huh? You know, you ponies got it all wrong. Friendship isn't magic. Friendship is power! With Twilight and her lackeys out of my way, all of Equestria will bow to me! The future Empress of Friendship!" She then let out a maniacal laugh.

* * *

Meanwhile, back in the dorm room, Lionel shot awake.

"Why do I have the strangest feeling that I was just totally proven right?" he asked out loud. "Waitaminute...where are Darla, Amber and Phoebe?!"

The others looked all around, wondering about the remaining girls.

"They honorary students to School of Friendship!" Yona frowned.

"Well, we have to find them," Lionel explained. "They might be what we need to turn the tide!"

"B-B-But we can't leave," Ocellus frowned. "Chancellor Neighsay will be mad."

"Ah, who cares?" Lionel retorted. "That bigoted blowhard can yell at me till his face turns purple, but I don't listen to anyone who I don't respect. Besides, Atticus would want us to find Darla and the others, and I owe him."

Ocellus felt nervous about that.

"Ah, it'll be all right, Ocellus," Gallus told the Changeling. "Lionel has a point."

"Besides, if you wanna make a big difference in the world, you gotta stand tall and fight for what you believe in." Lionel replied.

Ocellus looked a bit curious and worried, but she soon mustered any courage she had. "All right... I'm in."

"That's the spirit," Lionel nodded. "Now we just need to find a way out of here..."

The Young Six soon took a look around.

* * *

Meanwhile, Cherry and the others were soon told.

"Cozy Glow was your pen pal?!" Cherry asked before glaring. "I should've known that kid wasn't all sugar and spice like the original Powerpuff Girls, but she was just sourness and distasteful like the 2016 Powerpuff Girls!"

"Also, I guess it makes sense why she gave us a magic key that could only be used once..." Twilight replied sheepishly. "Our bad..."

"I'm not usually a fan of ponies, but draining your precious world of magic so she could trap the six of you was inspiring!" Tirek laughed, before he launched into a fit of coughing.

"Um, there's eight of us." Spike said, counting himself and Cherry.

Twilight soon ran off in urgency which made the others follow after her. "I knew we shouldn't have left!"

"But Starlight and Atticus are in charge at the school," Applejack reminded. "If anypony can stop Cozy Glow, it's them!"

"Yeah, but what if something happens to them?" Cherry asked. "I mean, it's not like there's ANOTHER person back there who could help out in such a situation...oh, wait, there IS."

"Cozy Glow outsmarted the six of you! I doubt this 'Starlight' stands a chance!" Tirek mocked them before coughing.

"We have to get out of here," Twilight told her friends. "Starlight's students can't handle Cozy on their own."

"Then I guess we'll just have to bust our way out!" Rainbow Dash smirked before she soon charged at the door before splatting onto it. "That didn't work."

"Brilliant deduction," Cherry rolled her eyes. "Maybe next you can try for a concussion!"

"Not everything can be solved with brute force," Rarity remarked. "We need magic to escape."

"Yeah, well, we don't _have_ any." Cherry reminded.

"Cherry's right! Maybe there's a way to get out without magic," Pinkie Pie smiled, coming beside her before hugging her tightly. "Like a secret lever or a secret button or a secret admirer who knows a secret about you but is all, 'Your secret's safe with me because I put it in Tartarus and I have a key'!"

"Get off of me!" Cherry grunted and groaned.

"I'm afraid not," Twilight frowned. "The most powerful villains and monsters of all time are trapped here. And without our magic, so are we."

Cerebus whimpered as he sat down after licking Fluttershy.

"Unless...these creatures might be losing their magical powers, but there's still a magic that makes up what they are," Twilight pondered. "Maybe we can borrow some of that!"

The Cockatrice looked to Twilight before hissing at her. The others looked both hopeful and unsure about that notion.

* * *

**_Meanwhile, back at the Friendship School at that very moment..._**

Cozy Glow knocked on the door and soon came in to see the stallion who claimed charge of the university. "Uh, excuse me? Um, Chancellor Neighsay?" she then called.

"You might as well get used to calling me Headstallion Neighsay," The stallion replied. "I plan to be here for quite some time."

"Gee, it sure is a relief to have somepony in charge, what with the magical crisis going on," Cozy Glow continued. "And we're all so grateful to you for taking care of those... non-ponies. But doesn't the EEA need you?"

"What the EEA needs is somepony to protect this school from the threats at Equestria's borders instead of gallivanting off on adventures beyond them." Chancellor Neighsay retorted.

"Twilight didn't just run off willy-nilly," Cozy Glow said as she came beside him innocently. "She left me in charge. I'm her right-hoof mare!"

"Another in a long list of mistakes the 'Princess of Friendship' has made," Chancellor Neighsay scoffed as he soon left the desk to go out the door as he opened it on his way out to get the filly out. "Rest assured, from now on, this school shall be run according to strict EEA guidelines. The way it always should've been."

"Well, that sounds just peachy!" Cozy Glow smiled innocently as she backed out of the door before it slammed in her face. "Headstallion Neighsay." she then concluded with slanted scarlet eyes as she walked off on her own.

Thor soon peeked out from the hall with his hoof to his mouth.

"Cozy Glow did all of this?" asked Darla. "How? Why?"

"I guess Lionel was right." Phoebe replied.

"I gotta tell Uncle Drell," Thor said to them. "You guys stay here. I have to go alone."

"Why do you have to go alone?" Amber asked.

"Because I'm in charge!" Thor proclaimed as he stood on his two legs with his hooves on his hips which looked awkward since he was a pony right now.

"Forget it," A voice remarked. "He'd be about as much help as a screen door on a submarine!"

"We've been spotted! Get down!" Thor cried out and ducked down to the floor, shivering.

"Calm down, you knucklehead," Lionel remarked. "It's me, see? But this is like an astral projection to myself. It's taking a great deal of mental power for me to project this here."

"Huh?" Thor asked before taking a look. "Oh, hey!" he then grinned a bit jokingly, reaching out to poke him to see if he was real. "Hello there, Lionel... Poke."

"Stop that," Lionel snapped. "This is important. Also, I was right about Cozy Glow, so score one for me! You're probably wondering why I have the voice of comedian David Spade in this form. Well, I just wanted to."

"Who's David Spade?" Amber asked Darla.

"Uh, I think I heard Cherry talk about him once after she and the others met Emperor Kuzco." Darla shrugged.

"What do we have to do, Lionel?" Thor asked.

"Well, Thor...I'll need you and the Crusaders to distract that little brat," Lionel explained. "Amber, Darla, Phoebe? Well, as I speak, Sandbar is probably busting us out right now. Can't tell cuz my eyes are shut. Anyways, we'll regroup in the next hallway and try to find where Atticus is."

"Oh, I hope he's okay." Darla frowned for her big brother.

"If we're lucky, he WILL be," Lionel replied. "Over and out." And with that, his image flickered out.

"Bye, Lionel," Thor said to him before looking to the others. "Well, that felt lucky."

"I guess." Amber replied.

"We have to get to the Cutie Mark Crusaders," Thor told the girls. "Only... Where could they be?"

"Home?" Phoebe shrugged.

"No, they're probably around here somewhere." Darla replied.

"Hmm..." Phoebe paused in thought before closing her eyes to use a special ability to help them find the CMC.

"Bebe? Bebe, no! You shouldn't use magic!" Thor told his sister. "We might get in trouble!"

"The world's in danger," Phoebe replied. "Sometimes, you just gotta break the rules."

"Yeah, but I don't know since you're a little witch, you might not be able to use your powers to track down the-" Thor replied, a bit smugly.

"Found them!" Phoebe beamed once she opened her eyes.

"Now what was that about her not being able to track them?" Darla asked with a smirk.

"...Shuddap..." Thor muttered. "Where are they, Bebe?"

"They're under the school." Phoebe replied.

"Then that's where we'll be going after we regroup with the others!" Amber replied.

Phoebe grinned to Thor.

"Hmph..." Thor rolled his eyes. "You got lucky."

"Lucky? No," Phoebe replied. "Skill."

Thor rolled his eyes to his younger sister.

* * *

Meanwhile, Clark, Sandbar, and the CMC were coming down together, and soon found Atticus and Starlight.

"Cozy Glow did all of this?" Sweetie Belle asked. "How? Why?"

"I don't know," Apple Bloom replied. "But come on, y'all. We gotta get Starlight and Atticus out of there before she comes back."

"Wait!" Sandbar cried out.

Clark soon flew as the fillies ran after him to save Atticus and Starlight. Once they passed through a barrier, Sweetie Belle was soon grabbed a hold of since she was a unicorn.

"Help!" Sweetie Belle cried out.

"Sweetie Belle!" Apple Bloom and Scootaloo cried as they came to help their friend.

Clark soon pulled onto them with all his strength before they all fell on the floor together.

"That's gotta be what's suckin' up all the magic in Equestria." Apple Bloom said to the others.

"But if that's true, then Twilight and the others went to Tartarus for nothing." Sandbar realized. "And if all of Equestria's magic's getting sucked up in there, there's no way for them to get back!"

"We need to get help!" Scootaloo replied.

"But Starlight's trapped here, and there's no way to get word to Celestia or anypony else!" Sweetie replied.

"I guess we're on our own." Apple Bloom decided.

Sandbar frowned to them before he soon stopped to think out a solution.

* * *

**_Meanwhile..._**

Lionel and the others looked around in the dorm room they were stuck in. Gallus was struggling with the door and soon fell flat on his back.

"Still locked, huh?" Smolder rolled her eyes.

"Dabba-ding, dabba-done." replied Lionel.

"We gotta at least _try_ to get out." Gallus stated.

"Why? If Sandbar's turned his back on us, every other pony probably has, too." Ocellus frowned.

"Sandbar not turn his back!" Yona glared. "Sandbar is our friend!"

"Uh, did you miss the part where he said he didn't want anything to do with us?" Smolder sardonically reminded.

Lionel chuckled. "You guys obviously don't realize that he was faking it." he replied.

"Maybe he just said that so one of us could be free to snoop around and figure out what's going on." Silverstreak suggested.

"Wouldn't put it past him." Lionel smirked.

"I dunno," Sandbar smirked as he appeared in the window. "That sounds too clever for a pony to come up with."

The Young Six all gasped in surprise to see the young colt.

Yona gasped and laughed before tackling down Sandbar with an excited smile. "Yona knew Sandbar was still our friend!"

"We ALL are!" Sweetie Belle replied.

"Except for Cozy Glow," Scootaloo said. "That pony is not who we thought she was."

"She's the one draining magic out of Equestria!" Apple Bloom added.

"WHAT?!" The Young Six gasped.

"I KNEW IT!" Lionel exclaimed.

"We'll explain on the way, but right now, we gotta get to get to Chancellor Neighsay." Clark said as he opened the window.

The Young Six looked almost unsure about that, especially Gallus.

"I know he doesn't like non-ponies, but if we tell him what's going on, he'll help." Sandbar said before leaving with Clark.

"Somehow I doubt it," Lionel replied. "Like he'll believe a filly did all that evil."

"Either way, we gotta get going. Now." Clark said.

They all followed Sandbar and Clark out along with the Cutie Mark Crusaders.


	5. Chapter 5

**_Meanwhile, in the main hall..._**

"I am sure you are all concerned about the magic situation, but I want to assure you that this institution is safe, despite the absence of your headmare," Chancellor Neighsay told the students as he stood beside Cozy Glow. "As your new headstallion, let me be the first to say that the reign of Princess Twilight is over! From now on, this school will adhere to EEA doctrine, as it should have from the start!"

The students soon murmured to each other in alarm.

"Thank you, Chancellor Neighsay, for that rousing speech. I know you're a stallion who truly believes what you say," Cozy Glow applauded Chancellor Neighsay before flying off towards the other students and took out an old book. "And when you say this school will be run according to EEA doctrine, I know you mean it. And when you say there won't be any more lessons from the Princess of Friendship at the School of Friendship, I guess you mean that, too."

The students began to murmur amongst themselves.

"That's not exactly what—" Neighsay tried to say before he was interrupted.

"But Twilight decided to run her school outside of the EEA guidelines," Cozy continued. "And even though you tried to stop her, Princesses Celestia and Luna trusted her enough to support her."

The students felt surprised from that.

"Well, I-I wouldn't say that-" Chancellor Neighsay began to sweat nervously.

"So, since I know you mean what you say, my question is really for the students," Cozy Glow smirked to him before she faced the student body. "Are we going to give the pony who already tried to wreck Twilight's school once another chance to do it?"

The students all continued murmuring in agreement at that. Chancellor Neighsay soon began to look nervous.

"I guess things will have to stay the way Twilight wants them," Cozy Glow smirked. "Which includes leaving me in charge."

"YEAH!" The students agreed before charging towards the unicorn stallion.

Chancellor Neighsay soon found himself overcome by the swarming throng of students who immediately surrounded him, and since he couldn't use his magic, he was defenseless. The Young Six and the others were shown hiding in the custodial closet and soon saw that.

"Okay. So maybe we need a new plan." Sandbar said to his friends.

"Definitely." Lionel replied.

The others nodded in agreement. Chancellor Neighsay was soon thrown into a room as he began to look scared for once and chained up into a chair.

"Oh, oh, not too tight. We don't want to hurt the Chancellor," Cozy Glow told the students as she threw a padlock onto the chains, patting the unicorn on his head with a smirk. "I'm sure Twilight will know what to do with him when she gets back. Now, back to class, everyone. We let the EEA disrupt our friendship studies long enough."

The students agreed as they went back into the main room. Cozy Glow then smirked to the unicorn stallion.

"Why are you doing this?" Chancellor Neighsay asked while grunting in his chain trap. "I thought you wanted to have somepony in charge of the school."

"Oh, I do. You just aren't the pony I had in mind," Cozy Glow replied before she soon removed his magical seal and took out a box which had a framed picture of herself, a skull, and puppets of the Mane Six. "I can't very well have the EEA running the school if I want to run it myself. Of course, that's just the beginning. You see, if there's one thing I've learned here, it's that friendship is the most powerful thing there is. And as headmare of the School of Friendship, nopony will have more friends than me! Making me the most powerful pony in Equestria!" she then belted out a rather evil laugh.

The Chancellor gulped as Cozy walked off, giggling evilly to herself.

"Hey, Cozy Glow," Scootaloo smiled innocently. "What's so funny?"

"Are you just happy to be running the school?" Sweetie Belle asked.

"Oh, I'm just keeping Twilight's seat warm." Cozy Glow smiled innocently before walking down the hallway.

"Still, it's pretty impressive," Apple Bloom replied.

"Is there anything we can do to help?" asked Sweetie Belle.

"We can hang out with you all day if you want!" Scootaloo added.

"You know, there is something I need help with." Cozy Glow soon smirked to them.

The Cutie Mark Crusaders then cheered, following after her as the closet opened as they left.

"This way." Clark told the others before flying down the hallway with them despite not having wings.

* * *

And so the others followed behind, being as quiet as they possibly could. They came into the office, and Gallus led them in after they made it there, and soon found Chancellor Neighsay being chained up to a chair.

"Oh, wonderful. I suppose you've all come to gloat?" Chancellor Neighsay groaned, seeing all of them in misfortune.

"Actually, we've come to undo all these chains and free you!" Silverstream beamed.

"Though now that you mention it..." Lionel replied. "HA-HA-HA! YOU'RE ALL CHAINED UP! IN YOUR FACE, LOSER! HAHAHAHAHAHAHAHA!"

The others gave him a small glance.

"Lionel..." Clark sighed softly.

"What? He SO had it coming!" Lionel replied. "Besides, I'm done now."

"Fair enough, I have to admit." Clark then said.

"But... But why?" Chancellor Neighsay asked the Young Six.

"Now that nasty pony met even nastier pony, maybe nasty pony not be so nasty." Yona smiled before she soon charged towards Chancellor Neighsay until she used a horn to unlock the padlock.

"To put it simply, you're the lesser of two evils." Lionel explained.

"Also, we'd kind of like to stop Cozy before she drains all the magic from Equestria." Sandbar then added.

"She's behind that as well?" Chancellor Neighsay's eyes widened until he soon knocked over the trashcan to get his golden seal back. "I must get word to Celestia and Luna."

"How? Without magic, it'll take forever to get to them." Sandbar replied.

"While it's true that unicorns have lost their ability to cast spells, the most potent magic in Equestria is housed in our... artifacts. The EEA medallion allows me to travel throughout Equestria. Its magic worked when I chained you up. Perhaps it still has enough to send me to the princesses." explained the Chancellor.

Everyone soon watched him as he tapped his medallion with his hoof to make it work. Chancellor Neighsay soon had magic in his horn and shot out a portal, and he walked through it as it closed behind him.

"I hope he makes it." Ocellus frowned.

"I hope he doesn't come back and lock us up again." Smolder rolled her eyes.

"If he comes back." Gallus added a bit cynically.

"Everything's gonna be fine!" Silverstream replied, trying to keep the mood positive. "Twilight and the others are probably already on their way!"

Lionel, off to the side, glanced into the distance.

* * *

**_Meanwhile..._**

Rainbow Dash and Applejack were playing with Cerberus.

"Um, are you sure there's magic in Cerberus?" Fluttershy asked Twilight. "Clarissa the pig has two tails, and while her singing voice is lovely, I don't think it's magical."

"We need to try everything if we want to get out of here." Twilight replied.

"I don't know. Tartarus isn't so bad," Pinkie replied. "I could hang out here for a while!"

"Pinkie Pie, are you sure it's a good idea to roast a marshmallow with a Chimera?" Cherry asked.

The chimera instantly shot flames at Pinkie, leaving her marshmallow burnt and herself lightly toasted.

"Eh, maybe not forever, though." Pinkie replied.

Cherry soon coughed out a ring of smoke. "Ah, it's never a true adventure unless I suffer from some sort of slapstick." she then grimaced to herself.

"But that is just what it will be!" Tirek smirked to them from afar. "If my protégé has followed my instructions, by sunset tonight, every last vestige of Equestrian magic will disappear into the ether forever!"

"Have you even thought about what losing magic would mean?" asked Twilight.

"It means the six of you will be trapped here! Like me!" Tirek grinned gleefully.

"Eight!" Spike stated.

"Exactly," Twilight smirked. "It means you're trapped here. Forever. With us."

Tirek soon looked dumbfounded by that conclusion. "Uhhhh... I hadn't thought of it like that."

"So, what do we do, Twilight?" Spike asked the lavender alicorn.

"Dash and Applejack nearly have Cerberus tired out," Twilight replied. "If Rarity pitches in, I think they can get him to sit still long enough to try what I have in mind."

"I am not being a chew toy!" Cherry glared.

"Nobody said THAT." Twilight replied.

"I'm sure I can get the other monsters to help," Fluttershy stated before whispering to Spike. "Besides, I would never call them monsters."

"What about Tirek?" asked Spike. "He's probably got some magic, too, right?"

"Leave him to me." Pinkie Pie said as she walked off ominously.

Rarity soon held out a giant bone for the three-headed dog demon. "Doooooooown!"

Cerberus gave her a low growl.

"Okay, everyone!" Fluttershy smiled as she approached the caged animals. "Time to show Equestria that you aren't 'monsters'! You're wonderful, mystical creatures!"

Pinkie cleared her throat and began to sing to Tirek. "I know it's not your birthday, so, You get a party, even though, We'll sing and dance from one to ten And then we'll do it all again!~"

"Heh... Heh..." Cherry started to laugh a bit that Tirek was forced to endure being tortured by Pinkie Pie.

"More tea, Princess Pudding Rock?" Pinkie Pie smirked to Tirek before forcing his mouth to move as she spoke in a high-pitched voice. "'Oh! Don't mind if I do'!" she then let out a laugh as she kept smirking to the demonic centaur. "I can do this all eternity."

"Fine! I'll help you leave!" Tirek cried out. "Just please stop!"

"Tirek's in!" Pinkie Pie announced to the others.

"Looks like we got an escape plan." Cherry smirked.

Everyone else soon smirked back in agreement.

* * *

Meanwhile, the CMC continued to follow Cozy Glow, along with Darla, Amber, and Phoebe.

"It's just so excitin' to have a foal our age runnin' things," Apple Bloom beamed. "We should have an ice cream social every day!"

"That's a splendid idea, Apple Bloom. But to tell you the truth, the thing I need help with most is cleaning." Cozy Glow replied.

"Say no more. Just take us around the school and show us everything you want cleaned." Sweetie Belle beamed.

"Well, actually, you could start right in here." Cozy Glow smiled as she opened a closet door.

They all soon stepped in and examined it up close.

"It looks pretty clean already." Darla commented.

Cozy Glow narrowed her eyes before slamming the door shut with them inside. "Do you guys think you can fool me?! I know a diversion when I see it!"

"Well, there goes OUR role in the story." Amber sighed.

Darla frowned and patted her best friend on the back in comfort.

* * *

**_Meanwhile... Again..._**

"Uh, why pony lead us back down here?" Yona asked.

"We obviously can't handle Cozy on our own, but we can't just sit around and wait for help," Sandbar told the yak. "So, there are two more prisoners I think we should free."

"Two?" Lionel asked curiously.

They soon came beside Sandbar to see what he had meant.

"Ooh, I guess Starlight and Atticus!" Silverstream beamed. "Is it Starlight and Atticus?"

"Yup..." Lionel replied in shock.

Yona soon wandered off.

"Yona!" Clark gasped to the yak.

"Counselor pony, come out!" Yona called out as she came toward Atticus and Starlight. "We need help with nasty pony!"

"We have to get them out!" Lionel explained. "Somehow..."

Starlight and Atticus seemed nervous in seeing Yona.

"They can't talk to us from in there," Sandbar realized. "We'll have to find a way in getting them out."

"Hey! This is just like chapter 12 in 'Kanthaka's Facts and Artifacts' from Twilight's class!" Gallus exclaimed...which was met with silence. "What? I've been studying. Finals are coming up, you know?"

"...Priorities..." Lionel shrugged.

"Actually, I remember that, too!" Ocellus smiled to the griffin as she took out a book. "Cozy must've linked these artifacts to act like a mystical magnet, attracting all the magic in Equestria into that orb."

"So, we can shut it down by yanking one of these things out, right?" Smolder guessed before reaching out only to stop herself.

"Sure, though that would probably cause a magical feedback loop and destroy the whole school!" Ocellus replied.

Lionel sighed with a dry smirk. "Ah, well. Nobody lives forever, right? Besides, the evil must be stopped...no matter the cost..."

"Destroy the School of Friendship?!" Cozy Glow gasped as she was soon shown with the rest of the Friendship University's student body right behind her. "Oh, dear! Chancellor Neighsay was wrong about a lot of things, but I guess he was right about all of you!"

Lionel glowered. "Stay back! Or we'll DO IT!" he shouted.

"Oh, really?" Cozy Glow smirked.

"Do not force my hand, child," Lionel replied. "I am NOT to be trifled with."

The other pony students gasped in suspense.

* * *

**_Back in Tartarus..._**

"All right. Is everypony ready?" Twilight asked the others.

"Sit!" Rarity ordered, and Cerberus did so. "Good. I can't say for how much longer..."

"Hm... Not bad." Cherry smirked to Rarity.

"Thank you, I try." Rarity smiled.

Cerberus soon drooled for the bone and Rarity let him have it. Pinkie Pie soon walked around, dressed like a monkey and clapping cymbals together.

Tirek cried out in agony, while Cherry sat by eating popcorn and watching. "Better him than me." she remarked.

"All eternity!" Pinkie squeaked in glee.

"Yes, by all means, please!" Tirek screamed. "Just get on with it!"

"Ahem!" Twilight cleared her throat.

"There's your cue, you evil centaur, you." Pinkie Pie cooed to Tirek.

Tirek soon summoned and shot his magic towards Twilight. Twilight grunted as the magic began to surge...and combine...as it managed to open the doorway to Tartarus!

* * *

"Holy Shnikes, it worked." Cherry commented.

Suddenly, all of the creatures changed into separate animals that they all came from, such as Cerberus turning into three puppies instead of one dog with three heads.

"Come on!" Twilight told the others. "I don't know how long I can hold it!"

"Well, that's as good a cue as any." Cherry shrugged as she and the others quickly ran out of Tartarus.

"Good boy!" Rainbow Dash commented at the three puppies.

"Bye, friends. Hopefully, we'll be able to turn you all back into your normal, wonderful selves soon." Fluttershy waved to the creatures.

"But not TOO soon..." Cherry added.

"Thanks for the assist, your redness!" Pinkie Pie saluted Tirek before running off.

"And thanks for playing with Pinkie Pie for me." Cherry added with a smirk as she joined the others.

Twilight soon ran out of magic and flew after her friends, making it just in time as the doors closed behind them.

"Yay! Twilight did it!" Pinkie cheered.

"I couldn't have done it without all your help." Twilight replied as she joined her friends (minus Cherry, naturally) in a group hug.

"I'm not sure we did!" Rarity suddenly stated.

They soon saw that the sun was setting.

"No!" Twilight cried out.

"Tirek said all of Equestria's magic would be gone at sunset." Applejack remembered with a frown.

"Without magic, there's no way we'll get back to the school in time!" Twilight panicked.

"What does that mean?" Fluttershy asked.

"It means... We've failed!" Twilight replied in regret.


	6. Chapter 6

**A/N: Disclaimer: ALL Guest Reviews will be deleted. Due to a pest problem, if you are a guest and leave a review, I will instantly delete it. I don't care if it's a story request, something nice, spam, or whatever. Because of a certain Guest Reviewer who won't shut the heck up and leave RustyPete12 ALONE, ALL guest reviews will be deleted on the spot. YOU HAVE BEEN WARNED.**

* * *

**_Meanwhile, back at the Friendship School..._**

"After everything Twilight's done for you, why would you want to destroy her school?" Cozy Glow pouted to the Young Six.

"We don't!" Gallus glared. "You're the one using these artifacts to drain magic from Equestria!"

"Me?! We all just saw you with your claws all over them!" Cozy Glow replied with a gasp. "It all makes sense. These creatures want magic gone from Equestria because it's the only thing ponies have that they don't!"

Lionel snorted. "Don't kid yourself."

"Technically, there's a magical component when Silverstream and I transform." Ocellus soon told Cozy Glow.

"And Yona's friends' friendship is magic! Twilight said!" Yona added in.

"Aye, the kids speak the truth!" Lionel replied.

"And you repay her by sending her to Tartarus on a wild goose chase so you could destroy everything she built!" Cozy Glow cried before gasping. "They've even trapped Starlight and Atticus in th-that thing!"

Starlight and Atticus seemed to roll their eyes to that.

"We have to defend this school!" Cozy Glow told the other students.

"No! Don't listen to her!" Clark told the students. "Can't you see she's fooling you?!"

"Exactly! She's playing you all for chumps!" Lionel explained. "Why else do you think she never mentioned the missing magic until now, instead of addressing the problem she chose to distract you from it...like a POLITICIAN!"

The students looked to each other, but they soon charged for the Young Six.

"Hey! Stop!" Clark cried out.

A pony soon grabbed Gallus by the tail and he flew off, but smacked into the wall, and fell into the sphere with Atticus and Starlight.

Lionel cracked his neck. "That does it...I'm going in. Hang on, man!" he shouted as he lunged at the sphere.

"Are you sure about that?!" Clark cried out to Lionel.

"As sure as I can be..." Lionel replied as he tried to pry the sphere open. "Because best friends...close as brothers...ALWAYS have each other's backs...no matter WHAT!"

Atticus and Starlight soon watched Lionel as they floated in the sphere. Hands soon came out of the sphere to grab a hold of Lionel to trap him next. Lionel grunted and struggled against the grasp as he began pulling out multiple random items to hold the sphere open, even a crowbar and a doorstop! The Young Six tried to help out Gallus, but they soon got themselves trapped next. A giant hole soon opened up in the floor, taking them all of them down with it.

"They just sacrificed themselves trying to save their friend," A unicorn filly commented. "Professor Dash always said there's nothing more loyal than that. Shouldn't we try to save them?"

"They brought this on themselves," Cozy Glow snorted. "There's nothing we can do."

"Yes, there is!" Lionel yelled. "Nothing is keeping you all from helping, apart from your own hesitancy!"

Cozy Glow turned to him, hissing as she narrowed her scarlet eyes.

"That doesn't seem very generous. Or kind." A filly commented.

"Yeah, yeah. The Elements of Harmony are very important," Cozy Glow rolled her eyes as she went to fly them out of the room. "They're just not applicable in every circumstance. And with magic gone from Equestria, I'm not even sure the Tree of Harmony will be as helpful as it once was."

"Well? You gonna let a little kid make all your decisions for you all?" Lionel asked. "Are you mares and stallions, or are you mice?"

The ponies all looked to each other.

"Come on!" Lionel told them.

However, before anything was said or done, there appeared to be some sort of magical glowing which began to save the Young Six from the danger they were faced with.

"What's happening?!" Cozy Glow cried out.

"They're glowing like the Elements!" The filly replied. "I think the Tree of Harmony saved them!"

Lionel blinked in amazement as he began glowing as well...but it was...a camouflage color. "Is this...my Element...?" he asked.

Starlight and Atticus both looked curious, they weren't sure, but it was rather amazing as he glowed along with the Young Six.

"Guess our friendship is pretty magical after all." Gallus smirked boastfully to Cozy Glow.

"Hurry! Grab the artifacts!" Ocellus told the others.

And so, the others obliged and grabbed the artifacts from their spots.

"Um, didn't you say that could destroy the school?" Silverstream asked the young Changeling.

"But if we don't try, we could lose magic forever!" Ocellus replied.

Lionel gulped nervously before bracing for impact.

"You all better get clear." Sandbar suggested to his fellow students.

The student body soon rushed out.

"Wait! Where are you going?! Stoooooop!" Cozy Glow complained before screaming.

Lionel put on a pair of earmuffs and covered the others as a large white flash engulfed them all completely.

* * *

Meanwhile, the royal guards escorted Princesses Celestia and Luna out of the kingdom along with Drell by their sides as something very amazing happened thanks to the students of the School of Friendship.

Drell soon got hit and he blinked before grinning. "By the power of Equestria..." he muttered before jumping in the air, feeling strong magic wise. "I HAVE THE POWER!"

Lionel got up and blinked, holding his head. "My magic? It's back? But was it ever gone to start with...?" he asked.

"I'm not sure, but I'm glad it's back wherever it went." Clark smiled to Lionel.

Lionel shrugged. "Guess you're right. Not everything needs forced drama." he replied.

The Mane Six were joined together and soon had their magic back which turned the creatures back to normal, and soon, Twilight took herself and her friends out of Tartarus. The students kept running all over campus as Lionel and others were soon sent outside along with Atticus and Starlight.

"Aw, YEAH!" Lionel whooped. "We saved the world!"

"Counselor Pony!" Yona beamed as she ran for Starlight, only to be stopped by the unicorn's horn so she wouldn't get squashed.

"It's nice to see you too." Starlight smiled to the young yak.

"I guess magic is back." Ocellus stated.

"Got THAT right, bud." Lionel replied with a chuckle.

"You've ruined everything!" Cozy Glow glared to the others. "Now Twilight and her ridiculous friends can escape from Tartarus!"

ZAP! The others soon appeared.

"I SHOULD'VE KILLED THAT MEDDLING CHERRY AND ATTICUS AS SOON AS I TOOK CHARGE!" Cozy Glow soon yelled which echoed all around just as the others came back.

"Hmm... That seems to bring back some memories." Cherry smirked as Cozy Glow soon looked stupid and bashful from her accidental public confession.

"I mean... Yay! All my friends are safe!" Cozy Glow smiled innocently to them.

"Nice try," Lionel replied as he cracked his knuckles. "You've had this coming since I first laid peepers on you! Nobody threatens my best buds and gets away with it. NOBODY."

"You can drop the act, Cozy Glow!" Applejack added. "Yer pen pal Tirek told us all about how he helped you suck up all that magic!"

"But I still don't understand why." Twilight pouted to the pegasus filly.

"Who cares WHY she did it?" Lionel replied. "It's time she got a serious helping of hurtage!"

"Why?! Because friendship is power!" Cozy Glow growled before glaring at Twilight. "You might be the Princess of Friendship, but as headmare of this school, I can collect even more friends than you!"

Drell soon cam up behind Cozy Glow, picking her up by her wings with a glare.

"Perfect timing," Lionel snorted, winding up his fist and drawing back. "Now hold 'er steady-I don't wanna miss and slug you instead...do I?"

"Trust me, it wouldn't even hurt." Drell muffled with a smirk.

"WHOA! You'd hit a little girl?" Cherry asked Lionel.

"One, she TOTALLY deserves it," Lionel replied. "Two, she's still EVIL. 3, she didn't care about what would happen to everyone else as long as she got her way."

Cherry soon paused for a bit.

"If you don't wanna watch, that's fine, I just want this to be over before I get feathers in my teeth again!" Drell muffled.

Lionel prepared to land his punch...but sighed as he hit Drell instead. "What am I DOING?! This isn't the way. A really smart guy once told me that he who fights monsters should be careful not to become that which he swore to destroy...and he was right." he remarked.

Drell narrowed his eyes as he got hit, but like he said, it didn't hurt him.

"Anyway, I'd like to say something if you're done with Cozy Glow," Twilight said before coming up to the pegasus filly. "You're the one who doesn't get it, Cozy. Friendship is powerful, but power isn't why you make friends. I'm sorry I couldn't teach you that."

"I won't hit her..." Lionel replied. "But...I will do THIS!" he grabbed Cozy and began wringing her neck a la Homer Simpson. "Why, you little...! Steal the world's magic, will ya?!" And then after a few minutes he dropped her. "Okay, I'm done now."

Cozy Glow coughed and gagged from the choking before gasping for air once she was let go.

"Okay, that was kinda funny." Cherry chuckled as the strangling made her think of The Simpsons.

"I aim to please," Lionel took a bow again.

"Well, you taught us." Gallus stated.

"You can't let one bad apple make you think you failed." added Silverstream.

"And we never could've stopped her if we hadn't learned what you taught us about friendship." Sandbar added.

Lionel shrugged. "It's kinda schmaltz-y, but it works for this show." he remarked.

"Ponies are awesome!" Atticus beamed.

Cherry rolled her eyes to that.

"Honesty? Loyalty? Generosity? Blah-blah-blah!" Cozy Glow scoffed before flying off once she was finally let go of. "I can make more friends without using any of them! And if I can't do it here, I'll do it somewhere else!"

"Oh, I don't think you'll get the chance," Lionel smirked. "Specially after what you did. By now everyone on the planet knows who you are and your sinister actions. You've got no friends and no chance to win anymore."

Cozy Glow kept trying to fly away, but no matter where she turned, she was trapped.

"Toldja so," Lionel remarked. "Now you're gonna get your just desserts!" As he said that, a birthday cake fell on Cozy Glow's head with a SPLAT! "And they'll throw the book at ya!" After he said THAT, a large book was thrown at her head with a KLONK!

Cozy Glow muttered as she suffered from slight abuse.

"Last time I saw slapstick like that was Feeling Pinkie Keen." Cherry smirked.

"Ah! Do not remind me of that!" Twilight yelped.

"Oh, I remember that," Lionel replied. "Though it was a reference to that old Beetlejuice cartoon."

"You do remind me a lot of Beetlejuice," Cherry said to him. "I guess that makes me Lydia."

"If it fits, it ships!" Lionel replied as a large boat was briefly seen in the background.

Drell put his hoof to his face, looking a bit annoyed.

"Why the long face?" Cherry asked before laughing out loud to herself. "Because we're ponies!"

"Seriously though, what's got YOU down in the dumps?" Lionel asked as an actual dumpster fell and hit the ground.

"The puns... So many puns!" Drell cried out.

"Called wordplay." Lionel replied as he appeared on a stage with a bunch of other words dressed in random costumes and holding scripts.

Drell's left eye soon twitched before looking around. "Oh, my gosh! Where's Phoebe? Phoebe?! Oh, man, my sister is going to kill me!" he then panicked for his young niece. "THORNTON!"

Thor soon appeared.

"Why didn't you watch your little sister?!" Drell glared, shaking his nephew a bit violently.

* * *

Suddenly, the kids popped up from a tunnel they had dug under the school. Drell continued to shake Thor a bit senseless.

"Um... Drell?" Amber called.

"Not now!" Drell glared.

"But Drell!" Darla cried out.

"I'm busy!" Drell replied.

"Hi, Uncle Drell!" Phoebe piped up.

At that, Drell nearly passed out in shock. Luckily, he turned around. Phoebe smiled and waved to her uncle.

"Bebe! I'm safe!" Drell beamed, hugging his niece before smiling nervously. "I mean you're safe, which means, I'm safe!"

"Even though we got locked in a stupid closet and played no important role in this story at ALL, we're all safe and sound!" Phoebe replied.

"I'm so glad you're okay," Drell said as he hugged his niece. "I may not have a daughter of my own, but you will always be my number 1 girl. I love you, Phoebe, and I don't want anyone to hurt you."

"Aw, thanks, Uncle Drell!" Phoebe replied. "I love you too!"

Drell soon hugged Phoebe.

"...Wow... Drell actually has a heart..." Cherry commented.

"Yeah...too bad he rarely shows it around those he considers expendable." Lionel replied.

* * *

They were soon back in the school once things were safely back to normal.

"I'm glad you're back in charge of the School of Friendship, Princess," Chancellor Neighsay sighed in relief with an actual smile on his face. "It's clear to me now that there is nopony better suited for the job."

Just then, they heard Spike belching up a scroll and handing it to another of the Young Six as they stood in graduation robes and caps.

"Oh, my gosh~" Darla and Amber gasped to each other for the Young Six.

"What's going on?" Twilight asked.

"Hi, Headmare Twilight! We're just practicing for graduation!" Silverstream beamed.

"Aw, YEAH!" Lionel whooped, doing a Speed Racer pose.

"Graduation?" Twilight asked her students.

"Now that we've saved Equestria, we figure we're done with school." Gallus smirked.

"Especially ME!" Lionel grinned as he did a victory dance.

Some of the others seemed to chuckle to that.

"Saving Equestria is nice, but I'm afraid it'll take more than one semester to learn all there is to know about friendship." Twilight remarked.

Spike burped up a scroll before handing it to the griffin. "Told ya."

"Aww!" The Young Six pouted to that.

"Weak! Sauce!" Lionel groaned.

"Maybe we'll have more of a chance to interact with the school since Annabelle couldn't make it to this adventure." Amber said to Darla.

"No thanks," Darla replied. "We barely had a role in this story!"

"...I was talking about for next time, Darla?" Amber replied.

"Oh, uh, right." Darla smiled sheepishly then.

"Why were they here again if they were just gonna be put in a closet?" asked Thor.

"Because Darla and Amber are honorary students to the School of Friendship," Atticus replied. "Don't you remember Equestrian School Daze and Jake's Hearth's Warming Adventure?"

"Um... Kinda." Thor replied.

"I wasn't there for EITHER of those, nor did I read them." Lionel added.

"Well, if you read them, then you would know why," Cherry told Lionel. "They're usually with their friend Annabelle, but she wasn't here for some reason."

"I had a lot of fun," Phoebe smiled as she climbed on her big brother's back. "Lionel's funny~"

"Aw, thanks!" Lionel beamed. "Also, in that bubble I started glowing with some weird camouflage color. You think it might be...my element or something?"

"Stand still a moment," Drell told Lionel as he took out a magical X-Ray. "I wanna check something."

"Alright, fine," Lionel replied. "Might as well get down to the bare bones of the situation." As soon as he said that, his skeleton reformed into that of a grizzly bear. "See what I mean?"

"Please be normal for at least five minutes," Drell told him. "This won't take long. I just wanna see what's going on in there."

"Reminds me of Discord in a good mood." Fluttershy commented.

"Okay, okay." Lionel groaned as the grizzly skeleton turned back to his human skeleton.

Drell soon used his magic X-Ray to examine Lionel. "Camouflage glow, huh?" he then commented. "I can't say I've seen that before, even in the old days of Equestria which were so... Ugh... Giiiiirly and annoyyyying..." he then imitated one of the ponies from those times. "Ooh... I love socks... Let's have a slumber party! Oh, no, someone ate all the cupcakes!"

Lionel snickered at that. "Y'know, when you're not being so prickly, you're actually pretty funny!" he remarked.

"I try from time-to-time," Drell smirked while checking Lionel. "I definitely haven't seen this before."

Princess Celestia and Princess Luna came to check themselves.

"Strange... It's like he has an out of world Element of Harmony." Princess Luna commented.

"Really?" Lionel asked. "So is that good or bad, and on a scale of 1 to 10, how much we talking here?"

"I'm not fully sure... I doubt you'll turn evil," Princess Celestia replied. "We can trust you, unlike some foes we've faced in our times."

"I don't think this Element has a name," Drell said to Lionel. "I guess... You would have to name it yourself... I mean, if you wanted to. This seems to be a great power of yours that's faced with the Magic of Friendship."

"Um...okay," Lionel pondered on what to call it. "I guess...Randomness?"

"That's fitting," Drell chuckled. "All right, Lionel Schwartz, as of today, you are the bearer of the Element of Randomness!"

As he said that, a golden necklace seemed to come out with a dark blue and silver spiral as if to symbolize the new element.

"Hoon-chaka!" Lionel exclaimed as he struck a triumphant pose. "I got...the RANDOMNESS ELEMENT!"

Drell gave a small smile to the Alicorn Princess sisters.

Lionel then put his new medallion in his pocket. "I just hope that little pipsqueak gets what she deserves."

"Oh, I'll make sure of it." Drell grinned darkly.

"Uncle Drell!" Phoebe gasped.

"Hey, she deserves it!" Lionel remarked. "She's full-on evil and she's not even sorry about it!"

"Don't worry, Lionel, I'll take care of her," Drell said before sighing. "Too bad she's not a mortal. I could turn her into stone just by letting her know I'm a warlock."

"Well, good luck to you on that, bud," Lionel replied. "But how do you know she's not a mortal? Sure, she's not a human, but she's not invincible."

"Well, I meant a mortal from back home when I said that." Drell clarified.

"Ah." Lionel replied.

"Don't worry though, she'll be taken care of." Drell smirked sinisterly.

"Good on ya!" Lionel saluted. "Good luck, and Godspeed."

Drell gave a small salute back to him to show his respect. "You are officially one of my students." he then said.

"Uh-oh." Atticus and Cherry muttered to that.

Lionel smirked. "I wouldn't have it any other way."

"Sounds good to me," Drell smirked back, patting him on the head. "Now, let's celebrate our victory with a pop song and a dance party!"

"What is this, a kid's movie made after Shrek?" Cherry commented dryly.

"Yeah, forget THAT!" Lionel replied. "I HATE that cliché!"

"It was a joke," Drell said. "I was trying to be funny."

"Oh! HAHAHAHA!" Cherry said before forcing out a laugh which sounded awkward.

"Whatever," Lionel replied. "If we're gonna end on a cliché, might as well be a GOOD one."

"Come on then, let's end this sucker." Drell said as he went to take care of Cozy Glow with the Princesses.

"Your headmare is right," Chancellor Neighsay to the Young Six. "I thought friendship was something only ponies should share with each other, but you all taught me how wrong I was. I suppose true friendship can take a lifetime to understand."

"If it were easy to learn, we wouldn't need a school." Twilight added.

"Obviously," Lionel replied. "I guess that wraps things up nicely." As he said that, a ribbon appeared and tied his arms and legs up in a bow.

Drell let out a small sigh, but gave a small smile.

"Everything worked out just fine." Twilight smiled to everyone.

"As for Cozy Glow, I can assure you, where she's going, she won't be causing any more trouble." Princess Celestia smiled back.

"Thank Goodness for that!" Lionel replied.

* * *

They soon began to celebrate after facing another foe and putting them in their place.

"Ah, I love a happy ending." Darla smiled.

"You're not the only one!" Lionel replied as everyone laughed.

"Okay, Lionel, you should know this," Mo said. "Since you have your own Equestrian medallion, that means when it glows, we all meet up, and we go to Equestria together whenever they happen to call us away from home. Understand?"

"Okay!" Lionel nodded.

"We usually never know when this happens, so we usually wear them at all costs." Atticus said.

"Yeah, mine's under my Pound Puppy tag," Patch added. "Strudel helped convert my tag and medallion together."

"Awesome!" Lionel replied.

"Welcome to the team, buddy," Rainbow Dash chuckled as she looked to his human self. "Though that form will take some getting used to."

"Eh, works for me," Lionel shrugged. "I like having hands."

"What are hands?" Rainbow Dash asked.

"She asked me that after the first time I met you guys." Twilight told Cherry, Atticus, Mo, and Patch.

"I can imagine." Cherry replied.

"They're like Spike's claws, except not as sharp." Lionel explained.

"Hmm... That's a good point," Twilight nodded. "But yeah, those are hands. Trust me, I felt weird being in your world as a human as you call it instead of a pony, but whatever makes you happy."

"Thanks!" Lionel replied.

"It's never a party without me!" Pinkie Pie beamed as she took out her party cannon before launching confetti.

"That's probably gonna get annoying fast." replied Lionel.

"How do you think I feel?" Cherry commented. "She always drags me into these messes."

"You have my sympathies." Lionel replied to her.

"I'm pretty much the Squidward to her SpongeBob." Cherry said with an analogy that made too much sense.

"That feels accurate." Lionel replied.

They soon celebrated for a while before the others soon went back home after another Equestrian adventure done and done.

"Well...that was fun." Lionel stated.

"Yeah, I like coming around here," Atticus smiled. "Also way to go with helping Twilight and the other Mane Six, Cherry!"

"Oh, uh, thanks." Cherry replied bashfully.

"No problem!" Atticus replied.

Eventually, a portal opened up which meant that it was time for them to go back home.

"Looks like that's our cue!" Darla pointed out.

Everyone soon said goodbye and went through the portal to go back home.

* * *

"I'm glad you got to experience Equestria," Atticus smiled to Lionel. "I know how much that meant to you."

"Yeah...thanks," replied Lionel.

"Now I can rest..." Cherry said before falling flat on the floor. "Mm... Floor's more comfortable after a big adventure like this. Maybe we can go somewhere peaceful and innocent like with Winnie the Pooh?"

"Aw, Cherry..." Mo smirked and chuckled slightly, but not in a mocking way.

"Oh, come on, like he has big and dangerous adventures." Cherry replied.

"What about The Tigger Movie?" Lionel asked. "They almost died in an actual avalanche."

"Well, yeah, I guess there's-" Cherry replied.

"Yup. And unlike in Pooh's Grand Adventure, this was NOT a figment of their imagination. It was REAL." Lionel added.

"I suppose that's a good point too-" Cherry said, a bit nervously.

The others soon looked to her.

"Okay, Pooh has darker adventures than I remember," Cherry then said to them. "And I've met the Care Bears!"

"Eh, those were lame." Lionel replied.

"I guess anything is dark in its own way..." Cherry said. "...Like Barney the Dinosaur," she then looked into the fourth wall. "Make me write a story for that. I DARE YOU!"

"And if they do, we don't have to write it!" Lionel cackled. "Nyah-nyah!"

They all soon left after another adventure was done for the time being.

The End


End file.
